a. The filing office may place a limited liability company on the inactive list if the company does not:

(1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other than this act; or

(2) file annual reports for two consecutive years pursuant to section 26 of this act.

b. If the filing office determines that a ground exists for placing a company on the inactive list, the filing office shall provide notice of the filing office’s intent to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office.

c. If within 60 days after service of the notice pursuant to subsection b. of this section a limited liability company does not correct each ground for being placed on the inactive list or demonstrate to the reasonable satisfaction of the filing office that each ground determined by the filing office does not exist, the filing office shall place the company on the inactive list and file a declaration of the action. The filing office shall send a notice of the action to the registered office of the company or the principal office of the company if the mailing address of the principal office appears in the records of the filing office and is different from the mailing address of the registered office.

d. A limited liability company that has been placed on the inactive list continues in existence but, subject to section 54 of this act, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 49 and 56 of this act and to notify claimants under sections 50 and 51 of this act.

e. An inactivation of a limited liability company does not terminate the authority of its agent for service of process.

L.2012, c.50, s.53.